December 1st Deadline to Adopt Executive Compensation Clawback Policies — The Consumer Finance Podcast
Quality Of Earnings: Making The Most Of M&A Transactions
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FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II
Nearly two years after the SEC released proposed rules regarding the standardization of climate-related disclosures, and after more than 24,000 public comments, the SEC adopted the Final Rules by a 3-2 vote on March 6. The...more
On March 6, 2024, in a 3-2 vote along party lines, the SEC adopted the long-awaited final rules on climate-related disclosures. The proposed rules faced intense public scrutiny over the last two years, with the SEC receiving...more
The U.S. Securities and Exchange Commission (SEC) on March 6, 2024, adopted a new slate of standardized climate-related disclosure rules for public companies and foreign private issuers. Adopted by a 3-2 vote, the final rules...more
Although registrants have already had to comply with the Final Rules in annual reports, proxy statements and information statements beginning with the fiscal year ended on or after Dec. 16, 2022, registrants continue to have...more
As companies prepare for next proxy season, they should review SEC staff guidance on the pay vs. performance table. In addition to recent staff interpretations, as discussed in our October 2, 2023 post and February 22, 2023...more
The rules direct stock exchanges to require issuers that are publicly listed in the US to adopt clawback policies for the mandatory recovery of erroneously awarded incentive compensation... ...more
On October 26, 2022, the U.S. Securities and Exchange Commission (“SEC”) adopted regulations (the “final rules”) implementing Section 10D of the Securities Exchange Act of 1934 (“Exchange Act”), which was added by the...more
This is Part I of a two-part memorandum series outlining key considerations from White & Case’s Public Company Advisory Group for US public companies during the 2021 annual reporting and proxy season. Part I of this memo...more
On November 19, the U.S. Securities and Exchange Commission (SEC) continued its ongoing efforts to streamline and enhance its disclosure regime by adopting amendments to Items 301, 302, and 303 of Regulation S-K. These...more
We are pleased to present our annual mid-year update on financial reporting and issuer disclosure enforcement activity for 2020. This White Paper focuses on the U.S. Securities and Exchange Commission's ("SEC") enforcement...more
For Securities and Exchange Commission (SEC) registrants with a fiscal year ending December 31, March 2020 brings the deadlines for filing annual reports on Form 10-K for all categories of filers. These registrants and other...more
The U.S. Securities and Exchange Commission has issued guidance on the use of financial metrics and has proposed significant amendments pertaining to Regulation S-K’s financial disclosure provisions?. In addition, SEC...more
On January 24, 2020, the SEC’s Division of Corporation Finance released three new compliance and disclosure interpretations (“C&DIs”) related to revised Instruction 1 to Item 303(a) of Regulation S-K (“Instruction 1”),...more
The Securities and Exchange Commission (Commission) recently announced that it has issued guidance on key performance indicators and metrics in Management’s Discussion and Analysis (MD&A). Although the guidance in the...more
At the end of last year, in an enforcement action brought by the Division of Enforcement of the Securities and Exchange Commission (SEC) against ADT Inc. (ADT), reporting companies were reminded that the SEC continues to...more
On March 20, 2019, the Securities and Exchange Commission (SEC) adopted amendments to simplify and modernize disclosure requirements of Regulation S-K and certain forms....more
The SEC’s Division of Enforcement recently instituted cease-and-desist proceedings against a company for violating Section 13(a) of the Exchange Act and Rule 13a-11 by including non-GAAP financial measures in two of its...more
In a cease-and-desist order dated December 26, 2018, the Securities and Exchange Commission enforced rules regarding the disclosure of non-GAAP financial measures, resulting in a $100,000 penalty to the violating issuer. With...more
The U.S. Securities and Exchange Commission (SEC) has adopted final rules to eliminate redundant, duplicative, overlapping, outdated, or superseded disclosure requirements. These rules, adopted more than two years after the...more
Chairman Jay Clayton's vision for the Securities and Exchange Commission has largely shaped the first half of 2018, with policies and initiatives focused on the "main street investor" and combating clear cases of outright...more
Companies commonly supplement their reported earnings under U.S. generally accepted accounting principles (GAAP) with non-GAAP financial measures that they believe more accurately reflect their results or financial position...more
On May 17, 2016, the SEC’s Division of Corporation Finance escalated the SEC’s efforts to curb perceived misuse of non-GAAP financial measures with the issuance of a revised set of Compliance and Disclosure Interpretations...more
On May 17, the SEC’s Division of Corporation Finance published additional Compliance and Disclosure Interpretations (CDIs) relating to the use of Non-GAAP financial measures in documents filed with or furnished to (for...more
As discussed in this PubCo post, last year the PCAOB adopted Auditing Standard No. 18, Related Parties, addressing related-party transactions, significant unusual transactions and transactions with executive officers. (See...more
Creative use of non-GAAP financial measures has become standard practice in public company disclosures. Management, quite correctly in most cases, often believes that the company’s dry GAAP financial statements fail to fully...more